EXHIBIT 99(C)

         THIS STOCK OPTION AGREEMENT entered into as of  ______________  between
TII NETWORK  TECHNOLOGIES,  INC., a Delaware  corporation (the  "Company"),  and
_____________ ("Optionee").

                              W I T N E S S E T H:

         WHEREAS,  the Board of Directors  of the Company has  adopted,  and the
Company's  stockholders  have approved at the Company's  2003 Annual  Meeting of
Stockholders,  the Company's  2003  Non-Employee  Director Stock Option Plan, as
amended on September 28, 2004 (the "Plan"),  to foster the Company's  ability to
attract and retain the services of experienced and  knowledgeable  directors who
are not common law employees of the Company and to provide additional  incentive
for such directors to continue to work for the best interests of the Company and
its  stockholders  through the  continuing  ownership of shares of the Company's
Common Stock, $.01 par value per share (the "Common Stock");

         NOW,  THEREFORE,  in  consideration  of the foregoing and the covenants
contained herein, it is hereby agreed:

         1. The  Company,  in  accordance  with and  subject  to the  terms  and
conditions of this Agreement and the Plan,  grants to Optionee a stock option to
purchase up to an  aggregate  of  ________shares  of Common Stock at an exercise
price of $_____  per share  (such  number of shares  and  exercise  price  being
subject to adjustment as provided in the Plan).

         2.  This  option  shall  expire  at  5:00  P.M.,   New  York  time,  on
____________, subject to earlier termination as provided in the Plan.

         3. This  option  shall vest and  become  exercisable,  on a  cumulative
basis,  in four equal  quarterly  installments  commencing  on the date  hereof.
Notwithstanding  the foregoing,  this option may not be exercised at any time in
an amount  less than 100 shares (or the  remaining  shares  then  covered by and
purchasable  under this option if less than 100 shares).  This option may not be
exercised in respect of a fraction of a share.

         4. This option shall be  exercised  by the giving of written  notice to
the Company at its New York office,  presently 1385 Akron Street,  Copiague, New
York 11726, Attention: Vice  President-Administration,  specifying the number of
shares of Common Stock being purchased and accompanied by the payment in full of
the aggregate exercise price for the shares to be purchased in cash or by check.
Optionee  shall not have the  rights of a  stockholder  with  respect  to shares
subject to this  option  until the date of issuance  of a stock  certificate  to
Optionee for such shares. In addition, Optionee shall pay to the Company in cash
or by check, upon demand,  the amount,  if any, which the Company  determines is
necessary to satisfy its obligation to withhold federal,  state and local income
and other taxes or other amounts  incurred by reason of the grant or exercise of
this option.




         5. It is a condition  to the  exercise of this option that either (i) a
Registration  Statement  under the  Securities  Act of 1933, as amended,  or any
succeeding act (collectively,  the "Securities Act"), with respect to the shares
underlying this option shall be effective and current at the time of exercise of
this option or (ii) in the opinion of counsel to the Company,  there shall be an
exemption from registration  under the Securities Act for the issuance of shares
of Common  Stock  upon such  exercise.  Nothing  herein  shall be  construed  as
requiring the Company to register shares subject to the Plan for issuance or for
resale.

         6. This  option is  subject to all of the terms and  conditions  of the
Plan, receipt of a copy of which is acknowledged by Optionee.  In the event of a
conflict  between the terms of this option and the terms of the Plan,  the terms
of the Plan shall govern.  The Company may amend the Plan and options granted to
the Optionee under the Plan, subject to the limitations contained in the Plan.

         7. This  option may not be  transferred  otherwise  than by will or the
laws of  descent  and  distribution  and  may be  exercised,  during  Optionee's
lifetime, only by Optionee or Optionee's legal representatives.

         8. This  option  shall be binding  upon and inure to the benefit of any
successor or assign of the Company and to the executor,  administrator  or other
legal  representative  entitled  by law and the  Plan to the  Optionee's  rights
hereunder.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                           TII NETWORK TECHNOLOGIES, INC.

                                           By:
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                                                  Timothy J. Roach, President


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                                                          (Optionee)


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                                                       (Optionee Address)